EXHIBIT 99.1
CTI INDUSTRIES CORPORATION
Code of Ethics
for Senior Executive and Financial Officers
I. General
The policy of CTI Industries Corporation (the "Company") is to comply
strictly with all laws governing its operations and to conduct its affairs in
keeping with the highest moral, legal and ethical standards. Senior executive
and financial officers hold an important and elevated role in maintaining a
commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely
and understandable disclosure in the Company's public communications, and (iii)
compliance with applicable governmental rules and regulations. Accordingly, the
Company has adopted this Code of Ethics for its Chief Executive Officer, Chief
Financial Officer, Controller and any other senior executive or financial
officers performing similar functions and so designated from time to time by the
Chief Executive Officer (the "Senior Executive and Financial Officers"). This
Code of Ethics shall be approved annually by the Audit Committee of the Board of
Directors (the "Committee") and disbursed to the public by means of one of the
methods described in Item 406 of Regulation S-K promulgated by the Securities
and Exchange Commission (the "SEC").
II. Honest and Ethical Conduct
Senior Executive and Financial Officers are expected to exhibit and
promote the highest standards of honest and ethical conduct, by, among other
things, their adherence to the following policies and procedures:
o Senior Executive and Financial Officers shall engage in only
honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships.
o Senior Executive and Financial Officers shall inform the
Company's Corporate Counsel or, in his absence, the Chairman
of the Committee of (a) deviations in practice from policies
and procedures governing honest and ethical behavior or (b)
any material transaction or relationship that could reasonably
be expected to create a conflict of interest.
o Senior Executive and Financial Officers shall demonstrate
personal support for the policies and procedures set forth in
this Code of Ethics through periodic communications
reinforcing these principles and standards throughout the
Company.
o Senior Executive and Financial Officers shall respect the
confidentiality of information acquired in performance of
one's responsibilities and shall not use confidential
information for personal advantage.
III. Financial Records and Periodic Reports
The Company is committed to full, fair, accurate, timely and
understandable disclosures in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules) and (b) required the maintenance of accurate and complete
records, the prohibition of false, misleading or artificial entries on its books
and records, and the full and complete documentation and recording of
transactions in the Company's accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:
o Reports filed with or submitted to the SEC and other public
communications contain information that is full, fair,
accurate, timely and understandable and do not misrepresent or
omit material facts.
o Business transactions are properly authorized and completely
and accurately recorded in all material respects on the
Company's books and records in accordance with generally
accepted accounting principles and the Company's established
financial policies.
o Retention or disposal of Company records is in accordance with
established Company policies and applicable legal and
regulatory requirements.
IV. Compliance with Applicable Laws, Rules and Regulations
The policy of the Company is to comply strictly with all laws governing
its operations and to conduct its affairs in keeping with the highest moral,
legal and ethical standards. Accordingly, the Senior Executive and Financial
Officers will comply with all applicable governmental laws, rules and
regulations, and will establish and maintain mechanisms to:
o Monitor compliance of the Company's finance organization and
other key employees with all applicable federal, state and
local statutes, rules, regulations and administrative
procedures.
o Identify, report and correct any detected deviations from
applicable federal, state and local statutes, rules,
regulations and administrative procedures.
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V. Compliance with Code of Ethics
The Senior Executive and Financial Officers shall acknowledge and certify
their ongoing compliance with this Code of Ethics annually and provide a copy of
such certification to the Committee. This Code of Ethics will be published and
made available to all employees, and any employee should promptly report any
violation of this Code of Ethics to the General Counsel or, in his or her
absence, the Chairman of the Committee. The Board of Directors shall take
appropriate action with respect tot he failure of any Senior Executive or
Financial Officer to comply with this Code of Ethics, which may include
reprimand, demotion or dismissal, depending on the seriousness of the offense.
Adopted: April, 2004
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